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Item 2. Management’s Discussion and Analysis of Financial Condition and

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Item 2. Management’s Discussion and Analysis of Financial Condition and

Management’s Discussion and Analysis of Financial Condition and

Results of Operations

Management’s Discussion and Analysis is the company’s

analysis of its financial performance and of significant

trends that may affect future performance.

It should be read in conjunction with the financial statements

and

notes.

It contains forward-looking statements

including, without limitation, statements

relating to the company’s

plans, strategies, objectives, expectations

and intentions that are made pursuant to

the “safe harbor” provisions of

the Private Securities Litigation Reform Act of 1995.

The words “anticipate,”

“believe,” “budget,”

“continue,”

“could,”

“effort,”

“estimate,”

“expect,”

“forecast,”

“goal,”

“guidance,”

“intend,”

“may,”

“objective,”

“outlook,”

“plan,” “potential,”

“predict,” “projection,”

“seek,” “should,”

“target,”

“will,” “would,”

and similar expressions

identify forward-looking statements.

The company does not undertake

to update, revise or correct any of the

forward-looking information unless required to do so under

the federal securities laws.

Readers are cautioned that

such forward-looking statements

should be read in conjunction with the company’s

disclosures under the heading:

“CAUTIONARY STATEMENT

FOR THE PURPOSES OF THE ‘SAFE HARBOR’ PROVISIONS

OF THE PRIVATE

SECURITIES

LITIGATION REFORM

ACT OF 1995,”

beginning on page 57.

The terms “earnings” and “loss” as used in Management’s

Discussion and Analysis refer to net income (loss)

attributable to ConocoPhillips.

Business Environment and Executive Overview

ConocoPhillips is the world’s

largest independent E&P company

with operations and activities in 14 countries.

Our

diverse, low cost of supply portfolio

includes resource-rich unconventional

plays in North America; conventional

assets in North America, Europe, and Asia; LNG

developments; oil sands in Canada; and an inventory

of global

conventional and unconventional

exploration prospects.

Headquartered in Houston, Texas,

at September 30,

2021, we employed approximately

9,900 people worldwide and had total assets

of $87 billion.

Completed and Announced Acquisitions

On January 15, 2021, we completed our acquisition

of Concho Resources Inc. (Concho), an independent

oil and gas

exploration and production

company with operations across

New Mexico and West Texas.

The addition of

complementary acreage in the Delaware

and Midland Basins resulted in a significant

Permian presence to augment

our leading unconventional positions

in the Eagle Ford, Bakken and

Montney.

See Note 3.

In September 2021, we signed a definitive agreement

to acquire Shell Enterprises LLC

’s assets in

the Delaware

Basin (Shell Permian Acquisition) in an all-cash transaction

for $9.5 billion before customary

adjustments.

Assets

to be acquired include approximately

225,000 net acres and producing properties

located entirely in Texas,

as well

as over 600 miles of operated crude, gas

and water pipelines and infrastructure.

This acquisition further enhances

our already sizeable Permian

position, and we believe that our development,

operational and commercial

expertise will deliver significant incremental

value.

This acquisition is expected to close in the

fourth quarter of

2021, subject to regulatory approval

and other customary closing conditions.

See Note 3.

See Item 1A “Risk

Factors” for further discussion of the risks related to the Shell Permian Acquisition.

Overview

While commodity prices in the third quarter of 2021 improve

d

to pre-pandemic levels,

we expect that they will

continue to be cyclical and volatile.

Our view is that a successful business strategy

in the E&P industry must be

resilient in lower price environments,

while also retaining upside during periods

of higher prices.

As such, we are

unhedged, remain highly disciplined in our investment

decisions and continually monitor market

fundamentals

including OPEC plus updates regarding

supply guidance and inventory

levels.

Demand continues to recover but

has yet to regain pre

-pandemic levels.

The speed and extent of this recovery

will be influenced by continual easing

of COVID-19 restrictions that have

reduced economic activity and depressed

the demand for our products globally.

Management’s Discussion and Analysis

ConocoPhillips

2021 Q3 10-Q

The energy macro-environment

,

including energy transition, continues

to evolve.

We believe ConocoPhillips can

play a valued role in the energy

transition.

We have adopted a triple mandate

that simultaneously calls for

meeting energy pathway demand,

delivering competitive returns of and on

capital, and achieving our net-zero

ambition on operational (scope 1 and 2) emissions.

Our triple mandate is supported by financial principles

and capital allocation priorities that

should allow us to

deliver superior returns through the price cycles

.

Our financial principles consist of maintaining

balance sheet

strength, providing peer-leading

distributions, making disciplined investment

s, and delivering ESG excellence,

all of

which are in service to delivering competitive financial

returns.

Our completed and announced acquisitions

this

year further reinforce our value

proposition.

In the third quarter,

total company production

was 1,544 MBOED

resulting in cash provided by operating

activities of $4.8 billion.

In the nine-month period ended September 30,

2021, we generated $11.1 billion in

cash provided by operating activities,

returning $1.8 billion to shareholders

through dividends and $2.2 billion through share

repurchases.

We ended the quarter with cash,

cash equivalents

and short-term investments totaling

$10.5 billion.

In February

2021, we resumed our share repurchase

program at an annualized

level of $1.5 billion, which we

increased in the second quarter to an annualized

level of $2.5 billion for 2021.

Additionally, in

May 2021 we announced a paced monetization

program related to the

208 million shares of

Cenovus Energy (CVE) common shares

owned at that time.

We plan to fully dispose of our CVE shares

by year-end

2022, however,

the sales pace for the remaining shares will

be guided by market conditions,

and we retain

discretion to adjust accordingly.

During the third quarter of 2021, we sold 47 million shares

for $404 million and

inception to date have sold

67 million shares for $584 million.

Proceeds from the disposition of CVE shares

will be

deployed toward incremental

share repurchases.

See Note 5.

In September 2021, we declared an increase

in the company’s quarterly

ordinary dividend from 43 cents per share

to 46 cents per share, representing

a 7 percent increase.

The dividend is payable on December 1, 2021,

to

stockholders of record

at the close of business on October 28, 2021.

Planned distributions for 2021 amount to

a total of approximately $6 billion

between dividends

and share

repurchases combined.

Additionally in September 2021, we demonstrated

our commitment to preserving our ‘A’

-rated balance sheet by

restating our intent

to reduce the company’s

gross debt by $5 billion over five years

through natural and

accelerated maturities.

In conjunction with our Shell Permian Acquisition announcement

,

we also communicated an increase

to our

planned disposition target that was

initially set in June at $2 to $3 billion by 2022.

We are now targeting

$4 to $5

billion in disposition proceeds by 2023, with the additional

$2 billion sourced primarily from the Permian

Basin as

part of our ongoing portfolio high-grading and

optimization efforts.

To date,

we have generated

$0.2 billion in

disposition proceeds.

The proceeds from these transactions will be used

in accordance with the company’s

priorities, including returns of capital

to shareholders and reduction of gross

debt.

Management’s Discussion and Analysis

ConocoPhillips

2021 Q3 10-Q

In September 2021, in conjunction with the announcement

of the Shell Permian Acquisition,

we reaffirmed our

commitment to ESG leadership and

excellence by announcing an improvement

to our operational GHG emissions

intensity reduction targets

by 2030.

Our Paris-aligned climate-risk commitment

now includes:

●

Net-zero ambition for

operational (scope 1 and 2) emissions

by 2050 with active advocacy for a price

on

carbon to address end-use (scope 3) emissions;

●

Targeting

a reduction in gross operated

and net equity operational GHG emissions intensity

by 40 to 50

percent from 2016 levels by 2030, an

improvement from the previously

announced target of 35 to 45

percent on only a gross operated

basis;

●

Zero routine flaring by 2030, with an

ambition to get there by 2025;

●

10 percent reduction target

for methane emissions intensity

by 2025 from a 2019 baseline, in addition to

the 65 percent reductions we have

made since 2015;

●

Adding continuous methane detection devices

to our operations,

with an initial focus on the larger Lower

48 facilities;

●

Dedicated low carbon technology

organization responsible

for identifying and prioritizing global emissions

reduction initiatives and opportunities associated

with the energy transition including carbon capture,

utilization and storage

(CCUS) and hydrogen; and

●

ESG performance factoring into

executive and employee compensation

programs.

Operationally,

we remain focused on safely

executing the business.

Production was 1,544 MBOED in the third

quarter of 2021, an increase of 477 MBOED or 45 percent,

compared with the third quarter of 2020, primarily

due

to the addition of approximately

343 MBOED in the Permian Basin from our Concho

acquisition and the absence of

last year’s economic curtailments

predominantly in North American operated

assets as a result of lower oil prices.

We re-invested

$1.3 billion into the business in the form of capital

expenditures during the third quarter,

with over

half of our investments focused

on flexible, short-cycle unconventional

plays in the Lower 48 segment where our

production is liquids-weighted and

has access to both domestic and export markets

.

For the full year,

we remain

disciplined with our allocation of capital with a

planned $5.3 billion program excluding

the impacts of the recently

announced Shell Permian Acquisition which is anticipated

to close in the fourth quarter.

Business Environment

Commodity prices are the most significant

factor impacting our profitability and

related reinvestment of operating

cash flows into our business.

Dynamics that could influence world energy markets

and commodity prices are

global economic health, supply or demand disruptions

or fears thereof caused by civil

unrest, global pandemics,

military conflicts, actions taken

by OPEC plus and other major oil producing countries,

environmental laws, tax

regulations, governmental policies,

and weather-related disruptions.

Our strategy is to create

value through price

cycles by delivering on the financial, operational

and ESG priorities that underpin our value proposition

.

Our earnings and operating cash flows

generally correlate with

price levels for crude oil and natural

gas, which are

subject to factors external

to the company and over which we have

no control.

The following graph depicts the

trend in average benchmark prices

for WTI crude oil, Brent crude oil and

Henry Hub natural gas:

cop20213q10qp38i0.gif

Management’s Discussion and Analysis

ConocoPhillips

2021 Q3 10-Q

-

Q3'19

Q4'19

Q1'20

Q2'20

Q3'20

Q4'20

Q1'21

Q2'21

Q3'21

WTI/Brent

$/Bbl

WTI Crude Oil, Brent Crude Oil and Henry Hub Natural Gas Prices

Quarterly Averages

WTI - $/Bbl

Brent - $/Bbl

HH - $/MMBTU

HH

$/MMBTU

Brent crude oil prices averaged

$73.47 per barrel in the third quarter of 2021, an increase

of 71 percent compared

with $43.00 per barrel in the third quarter of 2020.

WTI at Cushing crude oil prices averaged

$70.56 per barrel in

the third quarter of 2021, an increase of 72 percent

compared with $40.93 per barrel in the third

quarter of 2020.

Oil prices increased alongside the ongoing global economic

recovery following 2020’s

COVID impacts as well as

OPEC plus supply restraint,

continued capital discipline by U.S. E&P’s

and various unplanned supply disruptions in

producing countries.

Henry Hub natural gas prices averaged

$4.02 per MMBTU in the third quarter

of 2021, an increase of 103 percent

compared with $1.98 per MMBTU in the third

quarter of 2020.

Henry Hub prices have increased due to

healthy

domestic demand accompanied by record

levels of feedgas demand for

LNG exports to Europe and Asia.

Our realized bitumen price averaged

$41.19 per barrel in the third quarter of 2021, an

increase of 160 percent

compared with $15.87 per barrel in the third

quarter of 2020.

The increase in the third quarter of 2021 was driven

by higher blend price for Surmont sales, largely

attributed to a strengthening

of WTI price.

We continue to

optimize bitumen price realizations

through the utilization of downstream

transportation solutions

and

implementation of alternate

blend capability which results in lower diluent

costs.

For the third quarter of 2021 our total

average realized

price increased to $56.92 per BOE compared

with $30.94

per BOE in the third quarter of 2020.

Management’s Discussion and Analysis

ConocoPhillips

2021 Q3 10-Q

Key Operating and Financial

Summary

Significant items during the third quarter

of 2021 and recent announcements included the following:

●

Delivered strong operational

performance across the company’s

asset base, including successful planned

maintenance turnarounds, resulting

in third quarter production of 1,507 MBOED,

excluding Libya.

●

Net cash provided by operating

activities was $4.8 billion, exceeding capital

expenditures and investments

of $1.3 billion.

●

Distributed a total of $4.0 billion to

shareholders year to date,

comprised of $2.2 billion in share

repurchases and $1.8 billion in dividends as

part of the company’s plan to return

approximately $6.0

billion to shareholders during 2021.

●

Announced an increase to the quarterly dividend

by 7 percent to 46 cents per share.

●

Ended the quarter with cash and cash equivalents

totaling $9.8 billion and short-term investments

of $0.7

billion, equaling $10.5 billion in ending cash, cash equivalents

and short-term investments.

●

As part of a commitment to ESG excellence,

announced an improvement to

the company’s scope

1 and 2

GHG emissions intensity reduction targets

from a 2016 baseline to 40 to 50 percent

on a net equity and

gross operated basis, from

the previous target of 35 to 45 percent

on only a gross operated basis

.

●

Announced highly accretive pending acquisition

of Shell Enterprises LLC’s complementary

Delaware Basin

position in the Permian for $9.5 billion in cash,

before customary closing adjustments.

●

Generated approximately

$0.2 billion in disposition proceeds from Lower 48 noncore

asset sales as part of

the company’s target

to generate $4 to $5 billion in proceeds

by 2023.

Production from the disposed

assets average approximately

15 MBOED in the first nine months of 2021.

Outlook

Capital,

Cost and Production

Fourth-quarter 2021 production is

expected to be 1.53 to 1.57 MMBOED.

This guidance excludes Libya

and

impacts from pending acquisitions.

Guidance regarding capital and

cost are unchanged.

This production guidance includes the impact of planned conversion

of the significant majority of previously

acquired Concho two-stream contracted

volumes to a three-stream (crude oil,

natural gas and natural

gas liquids)

reporting basis as Concho volumes are integrated

into the company’s

commercial activities.

The conversion to

three-stream reporting is neutral

to earnings.

Effective in the fourth

quarter,

this conversion is expected

to add

production of approximately

40 MBOED and increase revenue and operating

costs by roughly $70 million.

Depreciation, Depletion and Amortization

Our proved reserve estimates

are greatly impacted by commodity

price fluctuations, and generally decrease

as

prices decline and increase as prices rise.

Proved reserves estimates

were updated and increased in the current

quarter utilizing historical twelve-month

first-of-month average

prices, which decreased third quarter DD&A

expense by approximately

$240 million before-tax.

As such, the company reduced its 2021 DD&A expense

guidance by $0.3 billion to $7.1 billion.

Results of Operations

ConocoPhillips

2021 Q3 10-Q

Results of Operations

Unless otherwise indicated, discussion of results for the three

-

and nine-month periods ended September 30, 2021,

is based on a comparison with the corresponding periods of 2020.

Consolidated Results

A summary of the company's net income (loss) attributable

to ConocoPhillips by business segment follows:

Millions of Dollars

Three Months Ended

Nine Months Ended

September 30

September 30

2021

2020

2021

2020

Alaska

$

(16)

(76)

Lower 48

1,631

(78)

3,274

(880)

Canada

(75)

(270)

Europe, Middle East and North Africa

Asia Pacific

Other International

(97)

(8)

(106)

Corporate and Other

(213)

(390)

(268)

(1,980)

Net income (loss) attributable to

ConocoPhillips

$

2,379

(450)

5,452

(1,929)

Net income (loss) attributable to

ConocoPhillips in the third quarter of 2021 increased

$2,829 million.

Third

quarter earnings were positively impacted

by:

●

Higher realized commodity prices.

●

Higher sales volumes, primarily due to our Concho

acquisition and absence of production curtailments in

our North American operated

assets.

See Note 3.

●

Higher equity in earnings of affiliates, primarily due to

higher LNG sales prices.

●

A gain of $17 million after-tax on our CVE common shares

in the third quarter of 2021, as compared to a

$162 million after-tax loss on those shares

in the third quarter of 2020.

See Note 5.

Third quarter 2021 net income increases

were partly offset by:

●

Higher production and operating expenses

and taxes other than income taxes,

primarily due to higher

sales volumes.

●

Higher DD&A expenses caused by higher production

volumes, partially offset by lower rates

driven from

price-related reserve revisions

due to higher commodity prices in 2021.

Net income (loss) attributable to

ConocoPhillips in the nine-month period ended September

30, 2021, increased

$7,381 million.

●

Inclusive of the third quarter gain associated

with our CVE common shares, in the nine-month period we

recognized a gain of $743 million

after-tax on our CVE common shares,

compared with an after-tax loss of

$1,302 million in the nine-month period of 2020.

In addition to the items detailed above,

earnings in the nine-month period were positively

impacted by:

●

Lower impairments of $611 million, primarily due to a

credit recognized for a decrease

in the ARO

estimate of a previously sold asset,

in which we retained the ARO liability,

as well as the absence of

impairments recognized in the prior period

for non-core gas assets

in our Lower 48 segment.

See Note 6.

●

An after-tax gain of $194 million recognized

for a FID bonus associated with our

Australia-West divestiture

completed in the second quarter of 2020.

See Note 3.

●

Lower exploration expenses

due to the absence of charges associated

with the early cancellation of our

2020 winter exploration program

as well as the absence of 2020 dry hole expenses in Alaska

,

and

unproved property impairment

and dry hole expenses for the Kamunsu

East Field in Malaysia,

which is no

longer in our development plans.

Results of Operations

ConocoPhillips

2021 Q3 10-Q

In addition to the items detailed above,

the increases in earnings in the nine-month period ended September

30,

2021, were partly offset by:

●

Absence of a $597 million after-tax gain

on our Australia-West

divestiture completed in May

●

Restructuring and transaction expenses

of $288 million after-tax associated

with the Concho acquisition

and mark-to-market impacts on certain

key employee compensation

programs.

●

Realized losses on hedges of $233 million after

-tax related to derivative

positions assumed through our

Concho acquisition.

These derivative positions were settled

entirely within the first quarter of 2021.

See

Note 11.

●

Absence of gains recorded in

2020 from foreign currency derivatives.

See the “Segment Results” section for additional

information.

Income Statement Analysis

Unless otherwise indicated, all results in Income Statement

Analysis are before-tax.

Sales and other operating revenues

for the three-

and nine-month periods of 2021 increased $6,940 million

and

$17,415 million, respectively,

mainly due to higher realized commodity

prices and higher sales volumes.

Equity in earnings of affiliates for

the three-

and nine-month periods of 2021 increased $204 million and

$154

million, respectively,

primarily due to higher earnings driven by higher LNG and

crude prices, partially offset by a

higher effective tax rate

related to equity method

investments in our Europe,

Middle East, and North Africa

segment.

Gain (loss) on dispositions in the third quarter of 2021 recognized

a loss of $179 million for the sale of noncore

assets in our Other International segment. Offsetting

the loss were gains recognized

for contingent payments

associated with previous dispositions

in our Canada and Lower 48 segments and gains

on sales of certain noncore

assets in our Lower 48 segment.

For the nine-month period of 2021, net gains on dispositions

decreased $257

million primarily due to the absence of a $587 million gain

associated with our Australia

-West divestiture,

partially

offset by a $200 million FID bonus recognized

in the first quarter of 2021 associated with

our Australia-West

divestiture.

Other income (loss) for the three-

and nine-month periods of 2021 increased $87 million

and $1,867 million,

respectively.

During these periods in 2021, we recognized

gains of $17 million and $743 million, respectively,

on

our CVE common shares,

compared with losses of $162 million and $1,302 million for

the same periods in 2020.

Purchased commodities for the three

-

and nine-month periods of 2021 increased $2,340 million and

$6,030

million, respectively,

primarily due to higher gas and crude prices and

volumes.

Production and operating expenses

for the three-

and nine-month periods of 2021 increased $426 million

and

$968 million, respectively,

primarily in line with higher production volumes.

Selling, general and administrative

expenses increased $307 million in the nine-month

period of 2021, primarily

due to transaction and restructuring

expenses associated with our Concho acquisition

,

and higher costs associated

with compensation and benefits, including mark-to

-market impacts of certain key

employee compensation

programs.

Exploration expenses for

the nine-month period of 2021 decreased $204 million, primarily

due to the absence of

charges associated with the early cancellation

of our 2020 winter exploration

program as well as the absence of

2020 dry hole expenses in Alaska and an unproved

property impairment and dry hole expenses related

to the

Kamunsu

East Field in Malaysia.

Results of Operations

ConocoPhillips

2021 Q3 10-Q

DD&A for the three-

and nine-month periods of 2021 increased $261 million and

$1,445 million, respectively,

mainly due to higher production volumes

partly offset by lower rates

from price-related reserve revisions

.

Impairments decreased $91 million in the third

quarter of 2021, primarily due to a decrease in an ARO

estimate for

a previously sold asset, in which we retained

the ARO liability.

The decrease of $611 million in the nine-month

period of 2021 was also impacted by the absence

of impairments

recorded for certain non-core

gas assets in our

Lower 48 segment.

Taxes

other than income taxes for

the three-

and nine-month periods of 2021 increased $224 million and

$584

million, respectively,

caused by higher sales volumes primarily in Lower

48 and higher commodity prices.

Foreign currency transaction

(gain) loss for the nine-month period of 2021 was

impaired by $107 million due to the

absence of derivative gains and

other remeasurements.

See

Note 19—Income Taxes

for information regarding

our income tax provision

(benefit) and effective tax

rate.

Results of Operations

ConocoPhillips

2021 Q3 10-Q

Summary Operating Statistics

Three Months Ended

Nine Months Ended

September 30

September 30

2021

2020

2021

2020

Average Net Production

Crude oil (MBD)

Consolidated operations

Equity affiliates

Total

crude oil

Natural gas liquids (MBD)

Consolidated operations

Equity affiliates

Total

natural gas liquids

Bitumen (MBD)

Natural gas (MMCFD)

Consolidated operations

2,144

1,201

2,143

1,353

Equity affiliates

1,033

1,034

1,055

1,042

Total

natural gas

3,177

2,235

3,198

2,395

Total Production

(MBOED)

1,544

1,067

1,553

1,112

Dollars Per Unit

Average Sales Prices

Crude oil (per bbl)

Consolidated operations*

$

70.39

39.49

64.62

39.04

Equity affiliates

73.44

37.56

65.71

38.22

Total

crude oil

70.43

39.45

64.63

39.02

Natural gas liquids (per bbl)

Consolidated operations

33.28

13.73

28.02

11.72

Equity affiliates

56.70

30.21

49.81

31.65

Total

natural gas liquids

34.79

15.29

29.58

13.45

Bitumen (per bbl)

41.19

15.87

36.61

2.90

Natural gas (per MCF)

Consolidated operations*

5.93

2.77

5.02

3.07

Equity affiliates

5.95

2.61

4.48

3.98

Total

natural gas

5.94

2.70

4.84

3.47

Millions of Dollars

Exploration Expenses

General administrative,

geological and geophysical,

lease rental, and other

$

Leasehold impairment

-

-

Dry holes

-

$

*Average sales prices, including the impact of hedges settling per initial contract terms in the first quarter of 2021 assumed in our

Concho

acquisition, were $63.95 per barrel for crude oil and $4.98 per mcf for natural gas for the nine-month

period ended September 30, 2021.

As of

March 31, 2021, we had settled all oil and gas hedging positions acquired from Concho.

See Note 11.

Results of Operations

ConocoPhillips

2021 Q3 10-Q

We explore for,

produce, transport and market

crude oil, bitumen, natural gas,

LNG and NGLs on a worldwide

basis.

At September 30, 2021, our operations

were producing in the U.S., Norway,

Canada, Australia, Indonesia,

China, Malaysia, Qatar and Libya.

Total

production of 1,544 MBOED increased 477 MBOED or

45 percent in the third quarter of 2021 and 441

MBOED or 40 percent in the nine-month period of 2021, primarily

due to:

●

Higher volumes in the Lower 48 due to our Concho acquisition.

●

New wells online in the Lower 48, Canada, Norway

and Malaysia.

●

Higher volumes in our North American operated

assets due to the absence of production curtailments.

●

Higher production in Libya due the absence of a forced

shutdown of the Es Sider export terminal and

other eastern export terminals after

a period of civil unrest.

●

Improved well performance in

Norway,

Canada, Alaska and China.

Production increases

in the third quarter and in the nine-month period of 2021 were

partly offset by normal field

decline.

In addition to the normal field decline, in the nine-month period

of 2021, production also decreased due to:

●

Absence of production from Australia

-West due to our second quarter

2020 disposition.

●

Higher unplanned downtime in the Lower 48 due to Winter

Storm Uri, which impacted production by

approximately 50 MBOED in the first

quarter of 2021.

Production excluding Libya

for the third quarter of 2021 was

1,507 MBOED, an increase of 441 MBOED from the

same period a year ago.

After adjusting for closed acquisitions

and dispositions as well as estimated impacts from

the 2020 curtailment program,

third-quarter 2021 production increased

26 MBOED or 2 percent.

This increase

was primarily due to new production from

the Lower 48 and other development programs

across the portfolio,

partially offset by normal field decline.

Production from Libya averaged

37 MBOED.

Production excluding Libya

for the nine-month period of 2021 was 1,514 MBOED,

an increase of 406 MBOED from

the same period a year ago.

After adjusting for closed acquisitions

and dispositions as well as impacts from the

2020 curtailment program and

Winter Storm Uri impacts from 2021, production

increased 17 MBOED or 1 percent.

This increase was primarily due to new production

from the Lower 48 and other development

programs across the

portfolio, partially offset by

normal field decline.

Production from Libya averaged

39 MBOED.

Results of Operations

ConocoPhillips

2021 Q3 10-Q

Segment

Results

Alaska

Three Months Ended

Nine Months Ended

September 30

September 30

2021

2020

2021

2020

Net Income (Loss) Attributable

to ConocoPhillips

($MM)

$

(16)

(76)

Average Net Production

Crude oil (MBD)

Natural gas liquids (MBD)

Natural gas (MMCFD)

Total Production

(MBOED)

Average Sales Prices

Crude oil ($ per bbl)

$

72.55

40.88

66.78

41.92

Natural gas ($ per MCF)

2.63

2.48

3.06

2.71

The Alaska segment primarily explores for,

produces, transports and markets

crude oil, NGLs and natural gas.

As of

September 30, 2021, Alaska contributed

19 percent of our consolidated liquids production

and less than 1 percent

of our consolidated natural

gas production.

Net Income (Loss) Attributable to ConocoPhillips

Earnings from Alaska increased

$421 million in the third quarter of 2021 and $1,011 million

in the nine-month

period of 2021, respectively.

In the third quarter,

increases to earnings include:

●

Higher realized crude oil prices.

●

Lower DD&A expenses primarily driven by

lower production volumes and lower rates

in the quarter from

price-related reserve revisions

.

Offsets to the earnings increase include

:

●

Lower volumes due to a July turnaround

at our Western North Slope assets.

In addition to the items detailed above,

in the nine-month period of 2021, earnings also increased due to:

●

Lower exploration expenses

due to the absence of charges associated

with the early cancellation of our

2020 winter exploration program

as well as the absence of 2020 dry hole expenses.

●

Higher volumes due to the absence of production

curtailments.

In addition to the items detailed above,

in the nine-month period of 2021, earnings also decreased due to:

●

Higher DD&A expenses primarily caused by higher

rates in the first half of 2021.

Production

Average production

decreased 23 MBOED in the third quarter of 2021 and increased

1 MBOED in the nine-month

period of 2021, respectively.

In the third quarter of 2021, decreases to production

include:

●

Normal field decline.

●

A July turnaround at our Western

North Slope assets.

More than offsetting the items

detailed above, in the nine-month period of 2021, production

increased due to:

●

Absence of curtailments.

●

Improved performance in the Greater

Prudhoe Area and Western

North Slope assets.

Results of Operations

ConocoPhillips

2021 Q3 10-Q

Willow Update

In August 2021, an Alaska federal

judge vacated the U.S. government’s

approval granted

to our planned Willow

project previously approved

by the Bureau of Land Management (BLM) in October 2020.

The Department of

Justice did not appeal the decision and neither did we.

We believe the best path forward

is to work closely with

the BLM and engage directly with the relevant

agencies to address the matters

described in the decision.

In the

interim, we are continuing with FEED

work in service of a final investment decision.

Lower 48

Three Months Ended

Nine Months Ended

September 30

September 30

2021

2020

2021

2020

Net Income (Loss) Attributable

to ConocoPhillips

($MM)

$

1,631

(78)

3,274

(880)

Average Net Production*

Crude oil (MBD)

Natural gas liquids (MBD)

Natural gas (MMCFD)

1,389

1,389

Total Production

(MBOED)

Average Sales Prices

Crude oil ($ per bbl)**

$

68.59

36.43

63.14

34.02

Natural gas liquids ($ per bbl)

32.87

13.51

27.48

10.96

Natural gas ($ per MCF)**

4.63

1.63

4.13

1.45

*Subsequent to the current period, we anticipate a change in both product mix and average net production

attributed to the planned conversion

of previously acquired two-stream contracted volumes to three-stream.

**Average sales prices, including the impact of hedges settling per initial contract terms in the first quarter of 2021 assumed in our Concho

acquisition, were $61.90 per barrel for crude oil and $4.07 per mcf for natural gas for the nine-month

period ended September 30, 2021.

As of

March 31, 2021, we had settled all oil and gas hedging positions acquired from Concho.

See Note 11.

The Lower 48 segment consists of operations

located in the U.S. Lower 48 states,

as well as producing properties in

the Gulf of Mexico.

As of September 30, 2021, the Lower 48 contributed

54 percent of our consolidated liquids

production and 65 percent of our consolidated

natural gas production.

Net Income (Loss) Attributable to ConocoPhillips

Earnings from the Lower 48 increased $1,709

million in the third quarter of 2021 and increased

$4,154 million in

the nine-month period of 2021, respectively.

In the third quarter,

increases to earnings include:

●

Higher realized crude oil, natural

gas and NGL prices.

●

Higher sales volumes of crude oil and natural

gas due to our Concho acquisition and the absence of

production curtailments.

Offsets to the earnings increase include:

●

Higher DD&A expenses, production and operating

expenses and taxes other than

income taxes primarily

due to higher production volumes.

Partially offsetting the increase

in DD&A expenses were lower rates

from price-related reserve revisions.

In addition to the items detailed above,

in the nine-month period of 2021, earnings also increased due to

:

●

The absence of $399 million in after-tax impairments

related to certain noncore

gas assets.

In addition to the items detailed above,

in the nine-month period of 2021, earnings also decreased due to:

●

Impacts resulting from our Concho Acquisition,

including higher selling, general and administrative

expenses for transaction and restructuring

charges, as well as realized losses

on derivative settlements.

See Note 3

and

Note 11.

Results of Operations

ConocoPhillips

2021 Q3 10-Q

Production

Average production increased

431 MBOED and 386 MBOED in the three-

and nine-month periods of 2021,

respectively.

In the third quarter,

increases to production include:

●

Higher volumes due to our Concho acquisition.

●

New wells online from our development programs

in Permian, Eagle Ford

and Bakken.

●

Absence of curtailments.

Offsets to the production increases

include:

●

Normal field decline.

In addition to normal field decline,

in the nine-month period of 2021, production also

decreased due to:

●

Higher unplanned downtime, primarily due to Winter

Storm Uri.

Asset Acquisitions and Dispositions

In September 2021, we announced the Shell Permian

Acquisition for $9.5 billion in cash before

customary

adjustments.

The transaction is anticipated to

close in the fourth quarter of 2021, subject to regulatory

approval

and other customary closing conditions.

See Note 3.

See Item 1A “Risk Factors” for further discussion of risks

related to the Shell Permian Acquisition.

Additionally in September 2021, we completed

divestitures

of certain noncore assets in our Lower 48 segment

,

recording proceeds of approximately

$150 million.

Production from these assets averaged

approximately 15

MBOED in the nine-months ended September 30, 2021.

See Note 3.

Results of Operations

ConocoPhillips

2021 Q3 10-Q

Canada

Three Months Ended

Nine Months Ended

September 30

September 30

2021

2020

2021

2020

Net Income (Loss) Attributable

to ConocoPhillips

($MM)

$

(75)

(270)

Average Net Production

Crude oil (MBD)

Natural gas liquids (MBD)

Bitumen (MBD)

Natural gas (MMCFD)

Total Production

(MBOED)

Average Sales Prices

Crude oil ($ per bbl)

$

58.99

25.16

53.81

15.39

Natural gas liquids ($ per bbl)

33.47

5.99

28.49

1.89

Bitumen ($ per bbl)

41.19

15.87

36.61

2.90

Natural gas ($ per MCF)

2.45

0.71

2.36

1.05

Average sales prices include unutilized transportation costs.

Our Canadian operations mainly consist

of the Surmont oil sands development in Alberta

and the liquids-rich

Montney unconventional

play in British Columbia.

As of September 30, 2021, Canada contributed 8 percent

of our

consolidated liquids production and

4 percent of our consolidated natural

gas production.

Net Income (Loss) Attributable to ConocoPhillips

Earnings from Canada increased $230 million

and $537 million,

respectively,

in the three-

and nine-month periods

of 2021.

Increases to earnings include:

●

Higher realized bitumen and crude oil prices.

●

Higher sales volumes in our Surmont and Montney

assets.

●

After-tax gains

on disposition related to contingent

payments of $77 million and $149 million in

the three-

and nine-month periods of 2021, respectively,

associated with the sale of certain assets

to CVE in 2017.

See Note 3.

Offsets to the earnings increase include

:

●

Higher production and operating expenses

primarily due to increased Surmont and Montney

production.

Production

Average production

increased 29 MBOED in the third quarter of 2021 and

increased 34 MBOED in the nine-month

period of 2021, respectively.

In the third quarter,

increases to production include:

●

Absence of curtailments.

●

Absence of third quarter 2020 turnaround

activity in the Surmont.

●

New wells online in the Montney.

●

Production from our Kelt acquisition

completed in the third quarter of 2020.

Offsets to the production increases

include:

●

Higher well failures, plant power trips

and facility upsets in the Surmont.

In addition to the items detailed above,

in the nine-month period of 2021, production also increased

due to:

●

Improved well performance in

the Surmont.

Results of Operations

ConocoPhillips

2021 Q3 10-Q

Europe, Middle East and North Africa

Three Months Ended

Nine Months Ended

September 30

September 30

2021

2020

2021

2020

Net Income Attributable

to ConocoPhillips

($MM)

$

Consolidated Operations

Average Net Production

Crude oil (MBD)

Natural gas liquids (MBD)

Natural gas (MMCFD)

Total Production

(MBOED)

Average Sales Prices

Crude oil ($ per bbl)

$

72.43

41.79

65.94

43.72

Natural gas liquids ($ per bbl)

50.32

23.50

40.75

20.01

Natural gas ($ per MCF)

11.96

2.40

8.40

2.85

The Europe, Middle East and North Africa

segment consists of operations

principally located in the Norwegian

sector of the North Sea and the Norwegian Sea, Qatar,

Libya and commercial operations

in the U.K.

As of

September 30, 2021, our Europe, Middle East

and North Africa operations contributed

12 percent of our

consolidated liquids production and

14 percent of our consolidated natural

gas production.

Net Income Attributable to ConocoPhillips

Earnings from Europe, Middle East

and North Africa increased by $149 million and $283 million in the three

-

and

nine-month periods of 2021, respectively.

Increases to earnings include:

●

Higher realized natural

gas, crude oil and NGL prices.

●

Higher LNG sales prices, reflected in equity in earnings

of affiliates.

●

Higher sales volumes of crude oil and LNG.

Offsets to the earnings increases

include:

●

Higher taxes.

●

Higher production and operating expenses

and DD&A expenses.

Consolidated Production

Average consolidated

production increased 47 MBOED and 39 MBOED in the three

-

and nine-month periods of

2021, respectively.

Increases to production

include:

●

Higher production in Libya due to the absence of a

forced shutdown of the Es Sider export

terminal and

other eastern export terminals after

a period of civil unrest.

●

Improved well performance in

Norway.

●

New production from Norway

drilling activities including our Tor

II redevelopment project with first

production in December 2020.

Offsets to the production increases

include:

●

Normal field decline.

Results of Operations

ConocoPhillips

2021 Q3 10-Q

Asia Pacific

Three Months Ended

Nine Months Ended

September 30

September 30

2021

2020

2021

2020

Net Income Attributable

to ConocoPhillips

($MM)

$

Consolidated Operations

Average Net Production

Crude oil (MBD)

Natural gas liquids (MBD)

-

-

-

Natural gas (MMCFD)

Total Production

(MBOED)

Average Sales Prices

Crude oil ($ per bbl)

$

74.66

42.79

67.41

42.94

Natural gas liquids ($ per bbl)

-

-

-

33.21

Natural gas ($ per MCF)

6.66

5.33

6.30

5.42

The Asia Pacific segment has operations

in China, Indonesia, Malaysia and Australia.

As of September 30, 2021, Asia

Pacific contributed 7 percent

of our consolidated liquids production

and 17 percent of our consolidated natural

gas

production.

Net Income Attributable to ConocoPhillips

Earnings from Asia Pacific increased

$232 million in the third quarter of 2021 and decreased $196 million

in the nine-

month period of 2021, respectively.

In the third quarter,

increases to earnings include:

●

Higher crude oil and natural gas

prices.

●

Higher LNG sales prices, reflected in equity in earnings

of affiliates.

●

Lower DD&A expenses in the third quarter

of 2021 primarily driven by lower production volumes

and

lower rates from price-related

reserve revisions.

In addition to the items detailed above,

in the nine-month period of 2021, earnings also increased due to:

●

A $200 million gain on disposition related

to a FID bonus from our Australia-West

divestiture.

For additional

information related to

this FID bonus, see

Note 3

and

Note 10

.

●

Lower production and operating

expenses related to the absence of Australia

-West.

Offsetting the items detailed

above, in the nine-month period of 2021, earnings decreased

due to:

●

Absence of a $597 million after-tax gain

related to our Australia

-West divestiture.

●

Absence of sales volumes associated with Australia

-West.

Consolidated Production

Average consolidated

production decreased 6 MBOED and 22 MBOED in the three

-

and nine-month periods of 2021,

respectively.

In the third quarter,

the primary decrease to production was

normal field decline.

Partly offsetting the decrease

in production was:

●

Increased production in Malaysia

associated with Malikai Phase 2 first

production and ramp-up.

●

Bohai Bay development activity in

China.

In addition to normal field decline, in the nine-month period

of 2021, production also decreased due to:

●

The divestiture of our Australia

-West assets that contributed

23 MBOED in the nine-month period of 2020.

In addition to the items detailed above,

in the nine-month period of 2021, production also increased

due to:

●

The absence of curtailments across the segment

and increased demand in Indonesia from coal supply

restrictions.

Results of Operations

ConocoPhillips

2021 Q3 10-Q

Other International

Three Months Ended

Nine Months Ended

September 30

September 30

2021

2020

2021

2020

Net Income (Loss) Attributable

to ConocoPhillips

($MM)

$

(97)

(8)

(106)

The Other International segment consists

of exploration and appraisal

activities in Colombia as well as

contingencies associated with prior operations

in other countries.

Earnings from our Other International

operations decreased $89 million and $120

million in the three-

and nine-

month periods of 2021, respectively,

due to a loss on divestiture related to

our Argentina exploration

interests in

the third quarter as well as an absence of a $29 million after

-tax benefit to earnings from the dismissal

of

arbitration related to

prior operations in Senegal recognized

in the first quarter of 2020.

See Note 3

for additional

information

regarding the divestiture.

Corporate and Other

Millions of Dollars

Three Months Ended

Nine Months Ended

September 30

September 30

2021

2020

2021

2020

Net Loss Attributable to

ConocoPhillips

Net interest expense

$

(176)

(179)

(627)

(508)

Corporate general and administrative

expenses

(57)

(50)

(251)

(90)

Technology

(6)

(8)

(16)

Other income (expense)

(153)

(1,366)

$

(213)

(390)

(268)

(1,980)

Net interest expense consists

of interest and financing expense,

net of interest income and capitalized

interest.

Net interest expense increased

by $119 million in the nine-month period of 2021 primarily due

to higher debt

balances assumed due to our Concho acquisition.

See Note 7.

Corporate G&A expenses include compensation

programs and staff

costs.

These expenses increased by $7 million

in the three-month period of 2021 primarily due to mark

to market adjustments

associated with certain

compensation programs.

For the nine-month period of 2021, Corporate

G&A expenses increased by $161 million

primarily due to restructuring expenses associated

with our Concho acquisition.

See Note 15.

Technology includes

our investment in new technologies

or businesses, as well as licensing revenues.

Activities are

focused on both conventional

and tight oil reservoirs, shale gas,

heavy oil, oil sands, enhanced oil recovery,

as well

as LNG.

Earnings from Technology

increased $47 million in the nine-month period of 2021

primarily due to higher

licensing revenues.

Other income (expense) or “Other” includes certain corporate

tax-related items, foreign

currency transaction gains

and losses, environmental costs

associated with sites no longer in operation,

other costs not directly associated

with an operating segment, premiums

incurred on the early retirement of debt,

holding gains or losses on equity

securities, and pension settlement expense.

For the three-

and nine-month periods of 2021, “Other” increased

$179 million and $1,945 million, respectively.

During these periods in 2021, we recognized

gains of $17 million and

$743 million, respectively,

on our CVE common shares, compared

with losses of $162 million and $1,302 million for

the same periods in 2020.

Partially offsetting the impact on

the nine-month period was the release of a $92

million deferred tax asset

associated with our Australia West

divestiture.

Capital Resources and Liquidity

ConocoPhillips

2021 Q3 10-Q

Capital Resources and Liquidity

Financial Indicators

Millions of Dollars

September 30

December 31

2021

2020

Cash and cash equivalents

$

9,833

2,991

Short-term investments

3,609

Total

debt

19,668

15,369

Total

equity

44,115

29,849

Percent of total debt to

capital*

%

Percent of floating-rate

debt to total debt

%

*Capital includes total debt and total equity.

To meet our

short-

and long-term liquidity requirements,

we look to a variety of funding sources,

including cash

generated from operating

activities, our commercial paper and credit

facility programs, and our ability

to sell

securities using our shelf registration

statement.

During the first nine months of 2021, the primary uses of our

available cash were $3.8 billion to

support our ongoing capital expenditures

and investments program

;

$2.2 billion

to repurchase common stock

,

$1.8 billion to pay dividends, and $1.1 billion of hedging, transaction

and

restructuring costs.

During the first nine months of 2021, our cash and cash

equivalents increased by $6.8 billion

to $9.8 billion.

At September 30, 2021, we had cash

and cash equivalents of $9.8 billion, short-term investments

of $0.7 billion,

and available borrowing capacity

under our credit facility of $6.0 billion, totaling

approximately $16.5 billion of

liquidity.

We believe current cash

balances and cash generated by

operating activities, together with access

to

external sources of funds as described below in the “Significant

Changes in Capital” section, will be sufficient to

meet our funding requirements in the near-

and long-term, including our capital spending prog

ram,

acquisitions,

dividend payments and debt obligations

.

On September 20, 2021, we signed a definitive agreement

for the Shell Permian Acquisition for

$9.5 billion in cash

before customary adjustments

.

The effective date of the transaction

is July 1, 2021, and we expect to close in the

fourth quarter of 2021 subject to regulatory

clearance and the satisfaction

of other customary closing conditions.

The transaction will be funded from available

cash, and we expect our remaining cash

to meet our obligations and

business needs.

Significant Changes in Capital

Operating Activities

Cash provided by operating activities was

$11.1 billion for the first nine months

of 2021, compared with $3.1

billion for the corresponding period of 2020.

The increase in cash provided by operating

activities is primarily due

to higher realized commodity prices and

higher sales volumes mostly due to our acquisition of Concho.

The

increase in cash provided by operating

activities was partly offset by the settlement

of all oil and gas hedging

positions acquired from Concho,

and transaction and restructuring cost

s.

Our short-

and long-term operating cash flows

are highly dependent upon prices for crude oil, bitumen,

natural

gas, LNG and NGLs.

Prices and margins in our industry have historically

been volatile and are driven by market

conditions over which we have

no control.

Absent other mitigating factors,

as these prices and margins fluctuate,

we would expect a corresponding change

in our operating cash flows.

Capital Resources and Liquidity

ConocoPhillips

2021 Q3 10-Q

The level of production volumes, as well as

product and location mix, impacts our cash

flows.

Future production is

subject to numerous uncertainties, including,

among others, the volatile crude oil and natural

gas price

environment, which may impact

investment decisions; the effects

of price changes on production sharing and

variable-royalty contracts;

acquisition and disposition of fields; field production decline rates;

new technologies;

operating efficiencies; timing of startups

and major turnarounds; political instability;

impacts of a global pandemic;

weather-related disruptions; and

the addition of proved reserves through

exploratory success and their timely and

cost-effective development.

While we actively manage these factors,

production levels can cause variability

in

cash flows, although generally this

variability has not been as significant as that caused

by commodity prices.

To maintain

or grow our production volumes, we must

continue to add to our proved

reserve base.

See the

“Capital Expenditures and Investments”

section, for information about

our capital expenditures and investments.

On January 15, 2021, we assumed financial derivative instruments

consisting of oil and natural gas

swaps in

connection with our acquisition of Concho.

At March 31, 2021, all oil and natural

gas derivative financial

instruments acquired from Concho

were contractually settled.

In the first six months of 2021, we paid $761 million

relating to these settlements.

See Note 11.

Investing Activities

For the first nine months of 2021, we invested

$3.8 billion in capital expenditures.

Our 2021 operating plan capital

expenditures is currently expected

to be $5.3 billion compared with $4.7 billion in 2020.

See the “Capital

Expenditures and Investments”

section, for information about our capital

expenditures and investments.

For additional information on Acquisitions

& Dispositions discussed below,

see Note 3.

We completed our acquisition

of Concho on January 15, 2021.

The assets acquired in the transaction

included

$382 million of cash.

In May 2021, we announced and began

a paced monetization of our investment

in CVE common shares with the

plan to direct proceeds toward

our existing share repurchase program.

We expect to fully dispose

of our CVE

shares by year-end 2022, however,

the sales pace will be guided by market conditions,

and we retain discretion to

adjust accordingly.

Since we began our monetization program,

we have sold 67 million CVE shares,

representing

32% of our holdings at December 31, 2020, receiving $569

million of cash proceeds.

See Note 5.

Other proceeds

from dispositions include our sale of certain noncore

assets in our Lower 48 segment for approximately

$150

million and contingent payments

associated with previous divestitures.

In September 2021, we signed a definitive agreement

to acquire the Shell Permian assets

for $9.5 billion, before

customary adjustments.

Under the terms of the agreement, we paid a deposit

of $475 million which is presented

within “Cash Flows from Investing

Activities - Other” on our consolidated statement

of cash flows.

See Item 1A

“Risk Factors” for further discussion of risks related to the Shell Permian Acquisition.

We invest in short

-term investments as part of our

cash investment strategy,

the primary objective of which is to

protect principal, maintain liquidity

and provide yield and total returns;

these investments include time deposits,

commercial paper,

as well as debt securities classified as available

for sale.

Funds for short-term needs

to support

our operating plan and provide resiliency

to react to short-term price volatility

are invested in highly liquid

instruments with maturities within the year.

Funds we consider available to maintain

resiliency in longer term

price downturns and to capture opportunities

outside a given operating plan may

be invested in instruments

with

maturities greater than one year.

Investing activities in the first

nine months of 2021 included net sales of $2,846 million of investments.

We sold

$2,991 million of short-term instruments

and invested $145 million in long-term instruments

.

See Note 11.

Capital Resources and Liquidity

ConocoPhillips

2021 Q3 10-Q

Financing Activities

We have a revolving

credit facility totaling $6.0 billion,

expiring in May 2023.

Our revolving credit facility

may be

used for direct bank borrowings,

the issuance of letters of credit totaling

up to $500 million, or as support for our

commercial paper program.

With no commercial paper outstanding

and no direct borrowings or letters

of credit,

we had access to $6.0 billion in available borrowing

capacity under our revolving credit

facility at September 30,

On January 15, 2021, we completed the acquisition

of Concho in an all-stock transaction.

In the acquisition, we

assumed Concho’s publicly

traded debt, which was recorded

at fair value of $4.7 billion on the acquisition

date.

In

June 2021, we reaffirmed our commitment

to preserving our ‘A’

-rated balance sheet by restating

our intent to

reduce gross debt by $5 billion over

the next five years, driving a more

resilient and efficient capital

structure.

The current credit ratings on our

long-term debt are:

●

Fitch: “A”

with a “stable” outlook

●

S&P:

“A-” with a “stable”

outlook

●

Moody’s: “A3”

with a “positive” outlook

See Note 3

for additional information on our Concho

acquisition and

Note 7

for additional information on debt

,

revolving credit facility and credit

ratings.

Certain of our project-related

contracts, commercial contracts

and derivative instruments contain

provisions

requiring us to post collateral.

Many of these contracts and instruments

permit us to post either cash or letters

of

credit as collateral.

At September 30, 2021 and December 31, 2020, we

had direct bank letters of credit

of $281

million and $249 million, respectively,

which secured performance obligations

related to various purchase

commitments incident to the ordinary

conduct of business.

In the event of credit ratings

downgrades, we may be

required to post additional letters

of credit.

Shelf Registration

We have a universal

shelf registration statement

on file with the SEC under which we have the

ability to issue and

sell an indeterminate number of various

types of debt and equity securities.

Capital Requirements

For information about our capital

expenditures and investments,

see the “Capital Expenditures and Investments”

section.

In addition to our capital expenditure and

investments

program, we anticipate completing

the Shell

Permian Acquisition in the fourth quarter

for $9.5 billion before customary

adjustments.

See Note 3

.

Our debt balance at September 30, 2021, was

$19.7 billion, compared with $15.4 billion at December 31, 2020.

The net increase is primarily due to $4.7 billion of debt assumed

in the Concho acquisition.

The current portion of

debt, including payments for finance

leases, is $920 million.

Payments will be made using current

cash balances

and cash generated by

operations.

See Note 7.

We believe in delivering va

lue to our shareholders through

a growing and sustainable dividend supplemented

by

additional returns of capital, including share

repurchases.

In 2020, we paid $1.8 billion, equating to $1.69 per

share of common stock, in dividends.

In the first nine months of 2021, we paid dividends totaling

$1.8 billion, the

equivalent of $1.29 per share.

On September 20, 2021, we announced an increase

in our quarterly dividend from

$0.43 per share to $0.46 per share,

representing a 7 percent increase.

The dividend is payable December 1, 2021,

to stockholders of record

at the close of business on October 28, 2021.

We anticipate returning

approximately

$2.4 billion to shareholders in dividends

in 2021, or $1.75 per share.

Capital Resources and Liquidity

ConocoPhillips

2021 Q3 10-Q

In late 2016, we initiated our current

share repurchase program,

which has a total program authorization

of $25

billion.

In May 2021, we began a paced monetization

of our CVE shares, the proceeds of which, have

been applied

to share repurchases.

The pace of CVE share sales will be guided by market conditions,

and we retain the

discretion to adjust accordingly.

In the nine months ended September 30, 2021, we repurchased

39.3 million

shares at a cost of $2,224 million, $561 million of which

was funded using CVE share proceeds.

Since the inception

of the share repurchase program,

we have repurchased 228 million shares

at a cost of $12.7 billion.

Our total

planned distributions for 2021, including dividends

and share repurchases, is approximately

$6.0 billion.

Our dividend and share repurchase programs

are subject to numerous considerations,

including market conditions,

management discretion and other factors.

See “Item 1A—Risk Factors

– Our ability to declare and pay dividends

and repurchase shares is subject to certain

considerations” in Part

I—Item 1A in our 2020 Annual Report on Form

10-K.

Capital Expenditures and Investments

Millions of Dollars

Nine Months Ended

September 30

2021

2020

Alaska

$

Lower 48

2,250

1,398

Canada

Europe, Middle East and North Africa

Asia Pacific

Other International

Corporate and Other

Capital expenditures and investments

$

3,767

3,657

During the first nine months of 2021, capital expenditures

and investments supported

key development programs,

primarily:

●

Development activities in the Lower 48, primarily Permian,

Eagle Ford and Bakken.

●

Appraisal and development activities in Alaska

related to the Western

North Slope and development

activities in the Greater Kuparuk Area.

●

Appraisal activities in liquids-rich plays

and optimization of oils sands development in Canada.

●

Continued development activities across

assets in Norway.

●

Continued development activities in China,

Malaysia and Indonesia.

In February 2021, we announced 2021 operating plan

capital expenditures of $5.5 billion.

In June 2021, we

reduced capital guidance to $5.3 billion, recognizing

synergistic savings

from our Concho acquisition.

Capital Resources and Liquidity

ConocoPhillips

2021 Q3 10-Q

Guarantor Summarized Financial

Information

We have various

cross guarantees among our Obligor group;

ConocoPhillips, ConocoPhillips Company

and

Burlington Resources LLC,

with respect to publicly held debt securities.

ConocoPhillips Company is 100 percent

owned by ConocoPhillips.

Burlington Resources LLC is

100 percent owned by ConocoPhillips

Company.

ConocoPhillips and/or ConocoPhillips

Company have fully and unconditionally

guaranteed the payment obligations

of Burlington Resources LLC,

with respect to its publicly held debt securities.

Similarly, ConocoPhillips

has fully and

unconditionally guaranteed the payment

obligations of ConocoPhillips Company

with respect to its publicly held

debt securities.

In addition, ConocoPhillips Company has

fully and unconditionally guaranteed the payment

obligations of ConocoPhillips with respect

to its publicly held debt securities.

All guarantees are joint and several.

The following tables present summarized

financial information for

the Obligor Group, as defined below:

●

The Obligor Group will reflect guarantors

and issuers of guaranteed securities consisting

of

ConocoPhillips, ConocoPhillips Company

and Burlington Resources LLC.

●

Consolidating adjustments for elimination

of investments in and transactions

between the collective

guarantors and issuers

of guaranteed securities are reflected

in the balances of the summarized financial

information.

●

Non-Obligated Subsidiaries are excluded

from the presentation.

Upon completion of the Concho acquisition on January 15, 2021, we assumed

Concho’s publicly traded

debt of

approximately $3.9 billion in aggregate

principal amount, which was recorded

at fair value of $4.7 billion on the

acquisition date.

We completed a debt exchange

offer that settled on February

8, 2021, of which 98 percent, or

approximately $3.8 billion in aggregate

principal amount of Concho’s

notes, were tendered and accepted

for new

debt issued by ConocoPhillips.

The new debt issued in the exchange is fully and

unconditionally guaranteed by

ConocoPhillips Company.

Both the guarantor and issuer of the exchange

debt is reflected within the Obligor Group

presented here.

See

Note 3

and

Note 7

for additional information relating

to the Concho transaction.

Transactions

and balances reflecting activity between the Obligors

and Non-Obligated Subsidiaries

are presented

below:

Summarized Income Statement

Data

Millions of Dollars

Nine Months Ended

September 30, 2021

Revenues and Other Income

$

20,893

Income (loss) before income taxes*

5,445

Net income (loss)

5,452

Net Income (Loss) Attributable

to ConocoPhillips

5,452

*Includes approximately $3.6 billion of purchased commodities expense for transactions with Non-Obligated Subsidiaries.

Summarized Balance Sheet Data

Millions of Dollars

September 30

December 31

2021

2020

Current assets

$

12,955

8,535

Amounts due from Non-Obligated Subsidiaries, current

1,194

Noncurrent assets

59,997

37,180

Amounts due from Non-Obligated Subsidiaries, noncurrent

8,223

7,730

Current liabilities

7,059

3,797

Amounts due to Non-Obligated Subsidiaries,

current

2,778

1,365

Noncurrent liabilities

28,336

18,627

Amounts due to Non-Obligated Subsidiaries,

noncurrent

10,304

3,972

Capital Resources and Liquidity

ConocoPhillips

2021 Q3 10-Q

Contingencies

A number of lawsuits involving a variety

of claims arising in the ordinary course of business

have been filed against

ConocoPhillips.

We also may be required

to remove or mitigate

the effects on the environment

of the placement,

storage, disposal or release of

certain chemical, mineral and petroleum

substances at various

active and inactive

sites.

We regularly assess the need for accounting

recognition or disclosure of these contingencies.

In the case of

all known contingencies (other than those related

to income taxes), we accrue

a liability when the loss is probable,

and the amount is reasonably estimable.

If a range of amounts can be reasonably

estimated and no amount within

the range is a better estimate

than any other amount, then the low end of the range

is accrued.

We do not reduce

these liabilities for potential insurance

or third-party recoveries.

We accrue receivables for

insurance or other

third-party recoveries when applicable.

With respect to income tax-related

contingencies, we use a cumulative

probability-weighted loss accrual

in cases where sustaining a tax

position is less than certain.

Based on currently available information,

we believe it is remote that future

costs related to known

contingent

liability exposures will exceed

current accruals by an amount that

would have a material adverse

impact on our

consolidated financial statements.

See Note 10

.

Legal and Tax

Matters

We are subject to various

lawsuits and claims including but not limited to matters

involving oil and gas royalty

and

severance tax payments,

gas measurement and valuation

methods, contract disputes,

environmental damages,

climate change, personal injury,

and property damage.

Our primary exposures for such matters

relate to alleged

royalty and tax underpayments

on certain federal, state

and privately owned properties, claims

of alleged

environmental contamination

from historic operations,

and other contract disputes.

We will continue to defend

ourselves vigorously in these matters.

Our legal organization

applies its knowledge, experience and professional

judgment to the specific characteristics

of our cases, employing a litigation management

process to manage and monitor the legal

proceedings against us.

Our process facilitates the

early evaluation and quantification

of potential exposures in individual cases.

This

process also enables us to track those cases

that have been scheduled for trial and/or

mediation.

Based on

professional judgment and experience

in using these litigation management

tools and available information

about

current developments in all our cases,

our legal organization regularly

assesses the adequacy of current accruals

and determines if adjustment of existing

accruals, or establishment of new accruals, is

required.

Environmental

We are subject to the same numerous

international, federal,

state and local environmental

laws and regulations as

other companies in our industry.

For a discussion of the most significant of these environmental

laws and

regulations, including those with associated

remediation obligations, see the “Environmental”

section in

Management’s Discussion and Analysis

of Financial Condition and Results of Operations on pages

64–66 of our

2020 Annual Report on Form 10-K.

We occasionally receive requests

for information or notices of potential

liability from the EPA

and state

environmental agencies alleging

that we are a potentially responsible

party under the Federal Comprehensive

Environmental Response,

Compensation and Liability Act (CERCLA) or an equivalent

state statute.

On occasion, we

also have been made a party to cost

recovery litigation by those agencies

or by private parties.

These requests,

notices and lawsuits assert potential liability for

remediation costs at various

sites that typically are not owned by

us, but allegedly contain waste

attributable to our past operations.

As of September 30, 2021, there were 15 sites

around the U.S. in which we were

identified as a potentially responsible

party under CERCLA and comparable state

laws.

At September 30, 2021, our balance sheet included

a total environmental

accrual of $191 million, compared with

$180 million at December 31, 2020, for remediation

activities in the U.S. and Canada.

We expect to incur a

substantial amount of these expe

nditures within the next 30 years.

Capital Resources and Liquidity

ConocoPhillips

2021 Q3 10-Q

Notwithstanding any of the foregoing,

and as with other companies engaged in similar businesses,

environmental

costs and liabilities are inherent

concerns in our operations and products,

and there can be no assurance that

material costs and liabilities will not be incurred.

However,

we currently do not expect any material

adverse effect

upon our results of operations or financial position

as a result of compliance with current environmental

laws and

regulations.

Environmental Litigation

Several Louisiana parishes and the State

of Louisiana have filed 43 lawsuits under Louisiana’s

State and Local

Coastal Resources Management

Act (SLCRMA) against oil and gas

companies, including ConocoPhillips, seeking

compensatory damages for contamination

and erosion of the Louisiana coastline allegedly

caused by historical oil

and gas operations.

ConocoPhillips entities are defendants

in 22 of the lawsuits and will vigorously defend

against

them.

Because Plaintiffs’ SLCRMA theories are

unprecedented, there is uncertainty

about these claims (both as to

scope and damages) and we continue to

evaluate our exposure in these

lawsuits.

Climate Change

Continuing political and social attention

to the issue of global climate change has resulted

in a broad range of

proposed or promulgated

state, national and international

laws focusing on GHG reduction.

These proposed or

promulgated laws apply

or could apply in countries where we have

interests or may have

interests in the future.

Laws in this field continue to evolve,

and while it is not possible to accurately estimate

either a timetable for

implementation or our future compliance costs

relating to implementation, such

laws, if enacted, could have a

material impact on our results of operations

and financial condition.

For examples of legislation or precursors

for

possible regulation and factors

on which the ultimate impact on our financial performance

will depend, see the

“Climate Change” section in Management’s

Discussion and Analysis of Financial Condition and Results

of

Operations on pages 67–69 of our 2020 Annual

Report on Form 10-K.

Climate Change Litigation

Beginning in 2017, governmental and

other entities in several states

in the U.S. have filed lawsuits against

oil and

gas companies, including ConocoPhillips,

seeking compensatory damages and equitable relief

to abate alleged

climate change impacts.

Additional lawsuits with similar allegations

are expected to be filed.

The amounts

claimed by plaintiffs are unspecified and

the legal and factual issues involved

in these cases are unprecedented.

ConocoPhillips believes these lawsuits are

factually and legally meritless and are

an inappropriate vehicle to

address the challenges associated with climate

change and will vigorously defend

against such lawsuits.

Company Response to Climate

-Related Risks

The company has responded by putting

in place a Sustainable Development Risk Management

Standard covering

the assessment and registering of significant

and high sustainable development risks

based on their consequence

and likelihood of occurrence.

We have developed a

company-wide Climate Change Action Plan

with the goal of

tracking mitigation activities for

each climate-related risk included in the corporate

Sustainable Development Risk

Register.

The risks addressed in our Climate Change Action

Plan fall into four broad

categories:

●

GHG-related legislation and regulation.

●

GHG emissions management.

●

Physical climate-related

impacts.

●

Climate-related disclosure

and reporting.

Emissions are categorized

into three different

scopes.

Gross operated scope

1 and scope 2 GHG emissions help us

understand our climate transition

risk.

●

Scope 1 emissions are direct GHG emissions from

sources that we own or control.

●

Scope 2 emissions are GHG emissions from the generation

of purchased electricity or steam that

we

consume.

Scope 3 emissions are indirect emissions from

sources that we neither own nor control.

Capital Resources and Liquidity

ConocoPhillips

2021 Q3 10-Q

We announced in October 2020 the adoption

of a Paris-aligned climate risk framework

with the objective of

implementing a coherent set of choices designed

to facilitate the success

of our existing exploration

and

production business through the energy transition.

Given the uncertainties remaining about

how the energy

transition

will evolve, the strategy aims to

be robust across a range of potential

future outcomes.

The strategy is comprised of four

pillars:

●

Targets

:

Our target framework

consists of a hierarchy

of targets, from a long-term ambition

that sets the

direction and aim of the strategy,

to a medium-term performance target

for GHG emissions intensity,

to

shorter-term targets for

flaring and methane intensity reductions.

These performance targets are

supported by lower-level internal

business unit goals to enable the company to

achieve the company-

wide targets.

In September 2021, we increased our interim

operational target and

have set it to reduce

our gross operated and net

equity (scope 1 and 2) emissions intensity by

40 to 50 percent from 2016

levels by 2030, an improvement from

the previously announced target

of 35 to 45 percent on only a gross

operated basis,

with an ambition to achieve net-zero

operated emissions by 2050.

We have joined the

World Bank Flaring Initiative to

work towards zero

routine flaring of associated gas

by 2030, with an

ambition to meet that goal by 2025.

●

Technology choices:

We expanded our Marginal

Abatement Cost Curve process

to provide a broader

range of opportunities for emission

reduction technology.

●

Portfolio choices: Our corporate

authorization process requires

all qualifying projects to include a GHG

price in their project approval economics.

Different GHG prices are used

depending on the region or

jurisdiction.

Projects in jurisdictions with existing GHG pricing regimes

incorporate the existing

GHG price

and forecast into

their economics.

Projects where no existing GHG pricing regime

exists utilize a scenario

forecast from our internally

consistent World

Energy Model.

In this way,

both existing and emerging

regulatory requirements are

considered in our decision-making.

The company does not use an estimated

market cost of GHG emissions when assessing

reserves in jurisdictions without existing GHG regulations.

●

External engagement:

Our external engagement aims to

differentiate ConocoPhillips

within the oil and

gas sector with our approach to managing

climate-related risk.

We are a Founding Member of the

Climate Leadership Council (CLC), an international

policy institute founded in collaboration

with business

and environmental interests

to develop a carbon dividend plan.

Participation in the CLC provides

another

opportunity for ongoing dialogue about carbon

pricing and framing the issues in alignment with our public

policy principles.

We also belong to and fund Americans For

Carbon Dividends, the education and

advocacy branch of the CLC.

Cautionary Statement for the Purposes of the “Safe Harbor” Provisions of the

Private Securities Litigation Reform Act

of 1995

This report includes forward-looking statements

within the meaning of Section 27A of the Securities Act of 1933

and Section 21E of the Securities Exchange Act of 1934.

All statements other than

statements of historical

fact

included or incorporated by

reference in this report, including, without

limitation, statements

regarding our future

financial position, business strategy,

budgets, projected revenues,

projected costs and plans, objectives

of

management for future operations,

the anticipated benefits of the transaction

between us and Concho Resources

Inc. (Concho), including the expected amount and

the timing of synergies from such transaction,

the anticipated

closing of the acquisition of assets from Shell Enterprises

LLC (Shell), and the anticipated impact of the Concho

and

Shell transactions on the combined company’s

business and future financial and operating results

are forward-

looking statements.

Examples of forward-looking statements

contained in this report include our expected

production growth and outlook on the business

environment generally,

our expected capital budget

and capital

expenditures, and discussions concerning future

dividends.

You can often

identify our forward-looking statements

by the words “anticipate,”

“believe,” “budget,”

“continue,”

“could,”

“effort,”

“estimate,”

“expect,”

“forecast,”

“intend,”

“goal,”

“guidance,”

“may,”

“objective,”

“outlook,”

“plan,” “potential,”

“predict,” “projection,”

“seek,”

“should,”

“target,”

“will,” “would” and similar

expressions.

ConocoPhillips

2021 Q3 10-Q

We based the forward-looking

statements on our current

expectations, estimates and

projections about ourselves

and the industries in which we operate in

general.

We caution you these

statements are not guarantees

of future

performance as they involve

assumptions that, while made in good faith, may

prove to be incorrect, and involve

risks and uncertainties we cannot predict.

In addition, we based many of these forward

-looking statements on

assumptions about future events

that may prove to be inaccurate.

Accordingly,

our actual outcomes and results

may differ materially from

what we have expressed

or forecast in the forward

-looking statements.

Any differences

could result from a variety of factors

and uncertainties, including, but not limited to,

the following:

●

The impact of public health crises, including pandemics (such as COVID

-19) and epidemics and any related

company or government policies

or actions.

●

Global and regional changes in the demand, supply,

prices, differentials or other market

conditions

affecting oil and gas, including changes

resulting from a public health crisis or from the imposition

or

lifting of crude oil production quotas or other actions

that might be imposed by OPEC and other producing

countries and the resulting company

or third-party actions in response to such changes.

●

Fluctuations in crude oil, bitumen, natural gas,

LNG and NGLs prices, including a prolonged decline in

these prices relative to historical

or future expected levels.

●

The impact of significant declines in prices for crude oil,

bitumen, natural gas, LNG and NGLs, which may

result in recognition of impairment charges

on our long-lived assets, leaseholds and nonconsolidated

equity investments.

●

Potential failures or delays

in achieving expected reserve or production

levels from existing and future

oil

and gas developments, including due to

operating hazards, drilling risks

and the inherent uncertainties in

predicting reserves and reservoir performance.

●

Reductions in reserves replacement rates,

whether as a result of the significant declines in

commodity

prices or otherwise.

●

Unsuccessful exploratory drilling

activities or the inability to obtain access to exploratory

acreage.

●

Unexpected changes in costs or technical

requirements for constructing,

modifying or operating E&P

facilities.

●

Legislative and regulatory initiatives

addressing environmental concerns,

including initiatives addressing

the impact of global climate change or further regulating

hydraulic fracturing, methane

emissions, flaring

or water disposal.

●

Lack of, or disruptions

in, adequate and reliable transportation

for our crude oil, bitumen, natural gas,

LNG and NGLs.

●

Inability to timely obtain or maintain

permits, including those necessary for construction, drilling

and/or

development, or inability to make

capital expenditures required

to maintain compliance with any

necessary permits or applicable laws or regulations.

●

Failure to complete definitive

agreements and feasibility studies

for,

and to complete construction of,

announced and future E&P and LNG development in a timely

manner (if at all) or on budget.

●

Potential disruption or interruption

of our operations due to accidents, extraordinary

weather events, civil

unrest, political events,

war, terrorism,

cyber attacks, and information

technology failures, constraints

or

disruptions.

●

Changes in international monetary

conditions and foreign currency exchange

rate fluctuations.

●

Changes in international trade relationships,

including the imposition of trade restrictions or

tariffs

relating to crude oil, bitumen, natural

gas, LNG, NGLs and any materials or products

(such as aluminum

and steel) used in the operation of our business.

●

Substantial investment

in and development use of, competing

or alternative energy sources, including

as

a result of existing or future environmental

rules and regulations.

●

Liability for remedial actions, including removal

and reclamation obligations,

under existing and future

environmental regulations

and litigation.

●

Significant operational or investment

changes imposed by existing or future

environmental statutes

and

regulations, including international

agreements and national or regional legislation

and regulatory

measures to limit or reduce GHG emissions.

ConocoPhillips

2021 Q3 10-Q

●

Liability resulting from litigation,

including litigation related to

the transaction with Concho, or our failure

to comply with applicable laws and regulations.

●

General domestic and international

economic and political developments, including armed

hostilities;

expropriation of assets; changes in governmental

policies relating to crude oil, bitumen, natural

gas, LNG

and NGLs pricing; regulation or taxation;

and other political, economic or diplomatic developments.

●

Volatility in the commodity futures

markets.

●

Changes in tax and other laws, regulations

(including alternative energy mandates),

or royalty rules

applicable to our business.

●

Competition and consolidation in the oil and gas

E&P industry.

●

Any limitations on our access to capital

or increase in our cost of capital, including

as a result of illiquidity

or uncertainty in domestic or international

financial markets or investment

sentiment.

●

Our inability to execute, or delays

in the completion, of any asset dispositions or acquisitions

we elect to

pursue.

●

Potential failure to obtain,

or delays in obtaining, any necessary

regulatory approvals

for pending or

future asset dispositions or acquisitions, or that such

approvals may require modification

to the terms of

the transactions or the operation

of our remaining business.

●

Potential disruption of our operations

as a result of pending or future asset dispositions or acquisitions,

including the diversion of management time and

attention.

●

Our inability to deploy the net proceeds from any

asset dispositions that are pending or that we elect

to

undertake in the future in the manner and

timeframe we currently anticipate,

if at all.

●

Our inability to liquidate the common stock

issued to us by Cenovus Energy as part of our sale of certain

assets in western Canada at prices we deem acceptable,

or at all.

●

The operation and financing of our joint ve

ntures.

●

The ability of our customers and other contractual

counterparties to satisfy their obligations

to us,

including our ability to collect payments

when due from the government of Venezuela

or PDVSA.

●

Our inability to realize anticipated

cost savings and capital expenditure

reductions.

●

The inadequacy of storage capacity

for our products, and ensuing curtailments,

whether voluntary or

involuntary,

required to mitigate this physical

constraint.

●

Our ability to successfully integrate

Concho’s business and

fully achieve the expected benefits and cost

reductions associated with the transaction

with Concho in a timely manner or at all.

●

The risk that we will be unable to retain

and hire key personnel.

●

Unanticipated difficulties or expenditures

relating to integration with Concho.

●

The risk that the conditions to close the acquisition

of assets from Shell are not satisfied on

a timely basis

or at all, or the failure of the transaction

to close for any reason.

●

The risk that any regulatory

approval, consent or authorization

that may be required for

the proposed

acquisition of assets from Shell is not obtained

or is obtained subject to conditions that are not

anticipated.

●

Unanticipated integration

issues relating to the proposed acquisition

of assets from Shell, such as

potential disruptions of our ongoing business and

higher than anticipated integration

costs.

●

Uncertainty as to the long-term value of our

common stock.

●

The diversion of management time on integration

-related matters.

●

The factors generally described

in Part I—Item 1A in our 2020 Annual Report

on Form 10-K and any

additional risks described in our other filings with the SEC.

Previous: Item 1. Financial Statements · Next: Item 3. Quantitative and Qualitative Disclosures about Market Risk